SCHEDULE 14A INFORMATION
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AllianceBernstein National Municipal Income Fund, Inc.
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[LOGO]
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 30, 2015
To the stockholders of AllianceBernstein Global High Income Fund, Inc.
("AGHIF"), AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"),
Alliance California Municipal Income Fund, Inc. ("ACMIF") and Alliance New York
Municipal Income Fund, Inc. ("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of AGHIF, ANMIF, ACMIF and ANYMIF, each of which is a Maryland
corporation (each, a "Fund" and collectively, the "Funds"), will be held at the
offices of the Funds, 1345 Avenue of the Americas, 41/st/ Floor, New York, New
York 10105, on March 30, 2015 at 3:00 p.m., Eastern Time, for the following
purposes, each of which is more fully described in the accompanying Proxy
Statement dated February 23, 2015:
1. To elect three Class Three Directors of each Fund, each such Director to
hold office for a term of three years and until his successor is duly
elected and qualifies; and
2. To transact such other business as may properly come before the Meeting.
Any stockholder of record of AGHIF, ANMIF, ACMIF or ANYMIF at the close of
business on February 17, 2015 is entitled to notice of, and to vote at, the
Meeting or any postponement or adjournment thereof. The enclosed proxy is being
solicited on behalf of the Board of Directors of each Fund.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
New York, New York
February 23, 2015
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YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY ALSO, BY TELEPHONE OR THROUGH THE
INTERNET, AUTHORIZE PROXIES TO CAST YOUR VOTE. TO DO SO, PLEASE FOLLOW THE
INSTRUCTIONS ON THE ENCLOSED PROXY CARD. YOUR VOTE IS VERY IMPORTANT NO MATTER
HOW MANY SHARES YOU OWN. PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY
PROMPTLY IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL COST OF FURTHER PROXY
SOLICITATION AND IN ORDER FOR THE MEETING TO BE HELD AS SCHEDULED.
--------------------------------------------------------------------------------
The [A/B] Logo is a service mark of AllianceBernstein and AllianceBernstein(R)
is a registered trademark used by permission of its owner, AllianceBernstein
L.P.
PROXY STATEMENT
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 30, 2015
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors (collectively, the
"Board") of AllianceBernstein Global High Income Fund, Inc. ("AGHIF"),
AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"), Alliance
California Municipal Income Fund, Inc. ("ACMIF") and Alliance New York
Municipal Income Fund, Inc. ("ANYMIF"), each of which is a Maryland corporation
(each, a "Fund" and collectively, the "Funds"), to be voted at a Joint Annual
Meeting of Stockholders of the Funds (the "Meeting"), to be held at the offices
of the Funds, 1345 Avenue of the Americas, New York, New York 10105, on
March 30, 2015 at 3:00 p.m., Eastern Time. The solicitation will be by mail and
the cost for each Fund will be borne by that Fund. The Notice of Meeting, Proxy
Statement and Proxy Card are being mailed to stockholders on or about
February 23, 2015.
Any stockholder who owned shares of AGHIF, ANMIF, ACMIF and ANYMIF at the
close of business on February 17, 2015 (the "Record Date") is entitled to
notice of, and to vote at, the Meeting and any postponement or adjournment
thereof. Each share is entitled to one vote.
As permitted by law, only one copy of this Proxy Statement may be delivered
to a Fund's stockholders residing at the same address, unless such stockholders
have notified the Fund of their desire to receive multiple copies of the
shareholder reports and proxy statements that the Fund sends. If you would like
to receive an additional copy, please call (800) 227-4618 or write to Richard
Leahy at AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New
York 10105. The Fund will then promptly deliver, upon request, a separate copy
of this Proxy Statement to any stockholder residing at an address to which only
one copy was mailed. Stockholders of a Fund wishing to receive separate copies
of the Fund's shareholder reports and proxy statements in the future, and
stockholders sharing an address that wish to receive a single copy if they are
receiving multiple copies, should also send a request as indicated.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS' MEETING TO BE HELD ON MONDAY, MARCH 30, 2015. THE PROXY STATEMENT
IS AVAILABLE ON THE INTERNET AT WWW.ABGLOBAL.COM/ABFUNDSPROXY.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
Under the Funds' respective Charters and Bylaws, the Board has been divided
into three classes of Directors serving staggered terms of three years.
Generally, one class of Directors is nominated each year by the Board for
election by the Fund's stockholders. For all of the Funds, the terms of Class
Three Directors will expire as of the Meeting, the terms of Class One Directors
will expire as of the annual meeting of stockholders to be held in 2016, and
the terms of Class Two Directors will expire as of the annual meeting of
stockholders to be held in 2017. Upon expiration of the terms of the Directors
of each class as set forth above, their successors in that class will be
elected to serve for a term of three years and until their successors are duly
elected and qualify.
Under this classified Board structure, it would require two years of annual
meeting elections to change a majority of the Board of Directors of a Fund,
although Maryland law provides that stockholders may remove Directors under
certain circumstances, even if such Directors are not then standing for
re-election. This classified Board structure, which may be regarded as an
"anti-takeover" provision, may make it more difficult for a Fund's stockholders
to change the majority of Directors of the Fund and, thus, have the effect of
maintaining the continuity of management.
At the Meeting, the holders of each series of preferred stock of ANMIF,
ACMIF and ANYMIF (the "Preferred Stockholders") will have equal voting rights
with the holders of the common stock of ANMIF, ACMIF and ANYMIF (i.e., one vote
per share), respectively, and will vote together with the holders of the common
stock as a single class on proposals that may be properly presented at the
Meeting applicable to their respective Funds, as described below. The Preferred
Stockholders, voting separately as a class, have the right to elect two
Directors of their Fund ("Preferred Directors"). The Preferred Directors are
John H. Dobkin and Michael J. Downey and each is a member of Class One of
ANMIF, ACMIF and ANYMIF. While the Preferred Stockholders have the right to
elect the Preferred Directors, they are not standing for election at the
Meeting because the terms of the Class One Directors do not expire until 2016.
At the Meeting, Marshall C. Turner, Jr., Garry L. Moody and Earl D. Weiner
are standing for election as Class Three Directors of each Fund. Each nominee
has consented to serve as a Director. The Board knows of no reason why any of
the nominees will be unable to serve, but in the event any nominee is unable to
serve, or for good cause will not serve, the proxies received indicating a vote
in favor of such nominee will be voted for such substitute nominee as the Board
may recommend.
The affirmative vote of a majority of the votes entitled to be cast by
common and preferred stockholders voting together as a single class is required
to elect a Director. It is the intention of the persons named in the enclosed
proxy to vote in favor of the election of each of the nominees.
2
Certain information concerning the Funds' Directors and the nominees is set
forth below.
NUMBER OF OTHER
YEAR PORTFOLIOS DIRECTORSHIPS
TERM IN HELD BY
AS A AB FUND DIRECTOR DURING
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX THE PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
-------------------------- -------- ----------- -------------------------------- ----------- ----------------
INDEPENDENT
DIRECTORS
Chairman of the Board Class Each Private Investor since prior to 116 Xilinx, Inc.
Marshall C. Turner, Jr.,# Three Fund: 10 2010. Former Chairman and (programmable
73 (2018)+ CEO of Dupont Photomasks, logic semi-
Inc. (components of semi- conductors)
conductor manufacturing). since 2007 and
He has extensive operating SunEdison,
leadership and venture capital Inc. (solar
investing experience, materials and
including five interim or full- power plants)
time CEO roles, and prior from 2007
service as general partner of until July 2014
three institutional venture
capital partnerships, and
serves on the boards of
several education and
science-related non-profit
organizations. He has served
as a director of one AB fund
since 1992, and director or
trustee of multiple AB funds
since 2005. He has been
Chairman of the AB Funds
since January 2014, and the
Chairman of the Independent
Directors Committees of
such Funds since February
2014.
John H. Dobkin,# Class AGHIF: 22 Independent Consultant since 116 None
73 One ANMIF, prior to 2010. Formerly,
(ANMIF, ACMIF and President of Save Venice,
ACMIF ANYMIF: 13 Inc. (preservation
and organization) from 2001-
ANYMIF 2002; Senior Adviser from
2016) June 1999-June 2000 and
President of Historic Hudson
Class Valley (historic preservation)
Two from December 1989-May
(AGHIF 1999. Previously, Director of
2017) the National Academy of
Design. He has served as a
director or trustee of various
AB Funds since 1992 and as
Chairman of the Audit
Committees of a number of
such Funds from 2001-2008.
3
NUMBER OF OTHER
YEAR PORTFOLIOS DIRECTORSHIPS
TERM IN HELD BY
AS A AB FUND DIRECTOR DURING
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX THE PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
------------------------ -------- ---------- -------------------------------- ----------- ---------------
Michael J. Downey,# Class Each Private Investor since prior to 116 Asia Pacific
71 One Fund: 10 2010. Formerly, managing Fund, Inc.
(Each partner of Lexington Capital, (registered
Fund LLC (investment advisory investment
2016) firm) from December 1997 company)
until December 2003. He since prior to
served as a director of 2010 and The
Prospect Acquisition Corp Merger Fund
(financial services) from (registered
2007 until 2009. From 1987 investment
until 1993, Chairman and company)
CEO of Prudential Mutual since prior to
Fund Management, director 2010 until
of the Prudential mutual 2013
funds, and member of the
Executive Committee of
Prudential Securities Inc. He
has served as a director or
trustee of the AB Funds since
2005 and is director and
chairman of one other
investment company.
William H. Foulk, Jr.,# Class AGHIF: 22 Investment Adviser and an 116 None
82 Two ANMIF, Independent Consultant since
(2017) ACMIF and prior to 2010. Previously, he
ANYMF: 13 was Senior Manager of
Barrett Associates, Inc., a
registered investment adviser.
He was formerly Deputy
Comptroller and Chief
Investment Officer of the
State of New York and, prior
thereto, Chief Investment
Officer of the New York
Bank for Savings. He has
served as a director or trustee
of various AB Funds since
1983, and was Chairman of
the Independent Directors
Committees of the AB Funds
from 2003 until early
February 2014. He served as
Chairman of such Funds
from 2003 through
December 2013.
4
NUMBER OF OTHER
YEAR PORTFOLIOS DIRECTORSHIPS
TERM IN HELD BY
AS A AB FUND DIRECTOR DURING
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX THE PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
------------------- -------- --------- -------------------------------- ----------- ----------------
D. James Guzy,# Class Each Chairman of the Board of 116 PLX
78 Two Fund: 10 SRC Computers, Inc. (semi- Technology
(Each conductors), with which he (semi-
Fund has been associated since conductors)
2017) prior to 2010. He served as since prior to
Chairman of the Board of 2010 until
PLX Technology (semi- November
conductors) since prior to 2013, and
2010 until November 2013. Cirrus Logic
He was a director of Intel Corporation
Corporation (semi- (semi-
conductors) from 1969 until conductors)
2008, and served as since prior to
Chairman of the Finance 2010 until July
Committee of such company 2011
for several years until May
2008. He has served as a
director or trustee of one or
more of the AB Funds since
1982.
Nancy P. Jacklin,# Class Each Professorial Lecturer at the 116 None
66 One Fund: 9 Johns Hopkins School of
(Each Advanced International
Fund Studies since 2008. Formerly,
2016) U.S. Executive Director of
the International Monetary
Fund (which is responsible
for ensuring the stability of
the international monetary
system), (December 2002-
May 2006); Partner, Clifford
Chance (1992-2002); Sector
Counsel, International
Banking and Finance, and
Associate General Counsel,
Citicorp (1985-1992);
Assistant General Counsel
(International), Federal
Reserve Board of Governors
(1982-1985); and Attorney
Advisor, U.S. Department of
the Treasury (1973-1982).
Member of the Bar of the
District of Columbia and of
New York; and member of
the Council on Foreign
Relations. She has served as
a director or trustee of the AB
Funds since 2006 and has
been Chairman of the
Governance and Nominating
Committees of the Funds
since August 2014.
5
NUMBER OF OTHER
YEAR PORTFOLIOS DIRECTORSHIPS
TERM IN HELD BY
AS A AB FUND DIRECTOR DURING
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX THE PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
----------------- -------- --------- --------------------------------- ----------- ---------------
Garry L. Moody,# Class Each Independent Consultant. 116 None
62 Three Fund: 7 Formerly, Partner, Deloitte &
(Each Touche LLP 1995-2008,
Fund where he held a number of
2018)+ senior positions, including
Vice Chairman, and U.S. and
Global Investment
Management Practice
Managing Partner; President,
Fidelity Accounting and
Custody Services Company
(1993-1995); and Partner,
Ernst & Young LLP (1975-
1993), where he served as the
National Director of Mutual
Fund Tax Services and
Managing Partner of its
Chicago Office Tax
Department. He is a member
of both the Governing
Council of the Independent
Directors Council (IDC), an
organization of independent
directors of mutual funds and
the Trustee Advisory Board
of BoardIQ, a biweekly
publication focused on issues
and news affecting directors
of mutual funds. He has
served as a director or trustee,
and as Chairman of the Audit
Committees, of the AB
Funds since 2008.
Earl D. Weiner,# Class Each Of Counsel, and Partner prior 116 None
75 Three Fund: 8 to January 2007, of the law
(Each firm Sullivan & Cromwell
Fund LLP and is a former member
2018)+ of the ABA Federal
Regulation of Securities
Committee Task Force to
draft editions of the Fund
Director's Guidebook. He
also serves as a director or
trustee of various non-profit
organizations and has served
as Chairman or Vice
Chairman of a number of
them. He has served as a
director or trustee of the AB
Funds since 2007 and served
as Chairman of the
Governance and Nominating
Committees of the AB Funds
from 2007 until August 2014.
6
NUMBER OF OTHER
YEAR PORTFOLIOS DIRECTORSHIPS
TERM IN HELD BY
AS A AB FUND DIRECTOR DURING
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX THE PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
------------------- -------- --------- ------------------------------ ----------- ---------------
INTERESTED
DIRECTOR
Robert M. Keith,++ Class Each Senior Vice President of 116 None
1345 Avenue of the One Fund: 6 AllianceBernstein L.P. (the
Americas (AGHIF "Adviser")+++ and head of
New York, NY 10105 2016) AllianceBernstein
54 Investments, Inc.
Class ("ABI")+++ since July 2008;
Two Director of ABI and
(ANMIF, President of the AB Mutual
ACMIF Funds. Previously, he served
and as Executive Managing
ANYMIF Director of ABI from
2017) December 2006 to June
2008. Prior to joining ABI in
2006, he served as Executive
Managing Director of
Bernstein Global Wealth
Management, and prior
thereto, Senior Managing
Director and Global Head of
Client Service and Sales of
the Adviser's institutional
investment management
business since 2004. Prior
thereto, he was Managing
Director and Head of North
American Client Service and
Sales in the Adviser's
institutional investment
management business, with
which he has been associated
since prior to 2004.
--------
* The address for each of the Fund's Independent Directors is c/o
AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of years served as a Director.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee for each Fund.
+ If elected at the Meeting.
++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "1940 Act"), of each Fund due to his
position as a Senior Vice President of the Adviser.
+++The Adviser and ABI are affiliates of each Fund.
7
The dollar range of the Funds' securities beneficially owned by each
Director, and the aggregate dollar range of securities owned in the funds
overseen by the Director within the Fund Complex are set forth below.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
DOLLAR RANGE OF EQUITY FUNDS OVERSEEN IN THE
SECURITIES IN THE FUNDS AB FUND COMPLEX
AS OF DECEMBER 31, 2014 AS OF DECEMBER 31, 2014
----------------------- -----------------------
Independent Directors
---------------------
John H. Dobkin AGHIF: $1-$10,000 Over $100,000
Michael J. Downey None Over $100,000
William H. Foulk, Jr. AGHIF: $10,001-$50,000 Over $100,000
ANMIF: $1-$10,000 Over $100,000
D. James Guzy AGHIF: $10,001-$50,000 Over $100,000
Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000
Garry L. Moody None Over $100,000
Marshall C. Turner, Jr. None Over $100,000
Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000
ANYMIF: $1-$10,000 Over $100,000
Interested Director
-------------------
Robert M. Keith None None
The business and affairs of the Funds are managed under the direction of the
Board. Directors who are not "interested persons" of the Funds as defined in
the 1940 Act, are referred to as "Independent Directors," and the Director who
is an "interested person" of the Funds is referred to as an "Interested
Director." Certain information concerning each Director and the Funds'
governance structure is set forth below.
Experience, Skills, Attributes and Qualifications of the Funds' Directors.
The Governance and Nominating Committee of the Board, which is composed of
Independent Directors, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Directors for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.
The Board believes that, collectively, the Directors have balanced and
diverse experience, qualifications, attributes and skills, which allow the
Board to operate effectively in governing the Funds and protecting the
interests of stockholders. The Board has concluded that, based on each
Director's experience, qualifications, attributes and skills on an individual
basis and in combination with those of the other Directors, each Director is
qualified and should continue to serve as such.
8
In determining that a particular Director was and continues to be qualified
to serve as a Director, the Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, the Board has taken into
account the actual service and commitment of each Director during his or her
tenure (including the Director's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve as a Director. Additional information about the specific experience,
skills, attributes and qualifications of each Director, which in each case led
to the Board's conclusion that the Director should serve (or continue to serve)
as a Director, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors), to
interact effectively with the Adviser, other service providers, counsel and the
Fund's independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Fund and other AB Funds as noted in
the table above: Mr. Dobkin has experience as an executive of a number of
organizations and served as Chairman of the Audit Committees of many of the AB
Funds from 2001 to 2008; Mr. Downey has experience in the investment advisory
business including as Chairman and Chief Executive Officer of a large fund
complex and as director of a number of non-AB funds and as Chairman of a non-AB
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Comptroller and Chief Investment
Officer of the State of New York (where his responsibilities included bond
issuances, cash management and oversight of the New York Common Retirement
Fund), served as Chairman of the Independent Directors Committees from 2003
until early February 2014, served as Chairman of the AB Funds from 2003 through
December 2013, and is active in a number of mutual fund related organizations
and committees; Mr. Guzy has experience as a corporate director including as
Chairman of a public company and Chairman of the Finance Committee of a large
public technology company; Ms. Jacklin has experience as a financial services
regulator, as U.S. Executive Director of the International Monetary Fund (which
is responsible for ensuring the stability of the international monetary
system), as a financial services lawyer in private practice, and as Chairman of
the Governance and Nominating Committees of the AB Funds since August 2014;
Mr. Keith has experience as an executive of the Adviser with responsibility
for, among other things, the AB Funds; Mr. Moody has experience as a certified
public accountant including experience as Vice Chairman and U.S. and Global
Investment Management Practice Partner for a major accounting firm, is a member
of both the governing council of an organization of independent directors of
mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication
focused on issues and news affecting directors of mutual funds, and has served
as a director or trustee
9
and Chairman of the Audit Committees of the AB Funds since 2008; Mr. Turner has
experience as a director (including as Chairman and Chief Executive officer of
a number of companies) and as a venture capital investor including prior
service as general partner of three institutional venture capital partnerships,
and has served as Chairman of the AB Funds since January 2014 and the Chairman
of the Independent Directors Committees of such Funds since February 2014; and
Mr. Weiner has experience as a securities lawyer whose practice includes
registered investment companies and as director or trustee of various
non-profit organizations and Chairman of a number of them, and served as
Chairman of the Governance and Nominating Committee of the AB Funds from 2007
until August 2014. The disclosure herein of a director's experience,
qualifications, attributes and skills does not impose on such director any
duties, obligations, or liability that are greater than the duties, obligations
and liability imposed on such director as a member of the Board and any
committee thereof in the absence of such experience, qualifications, attributes
and skills.
Board Structure and Oversight Function. The Board is responsible for
oversight of the Funds. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. The Board is responsible for overseeing the Adviser and the
Funds' other service providers in the operations of each Fund in accordance
with its investment objective and policies, and otherwise in accordance with
the Fund's prospectus, the requirements of the 1940 Act and other applicable
Federal laws, applicable state laws and the Fund's charter and bylaws. The
Board meets in-person at regularly scheduled meetings eight times throughout
the year. In addition, the Directors may meet in-person or by telephone at
special meetings or on an informal basis at other times. The Independent
Directors also regularly meet without the presence of any representatives of
management. As described below, the Board has established three standing
committees - the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee - and may establish ad hoc committees or
working groups from time to time to assist the Board in fulfilling its
oversight responsibilities. Each committee is composed exclusively of
Independent Directors. The responsibilities of each committee, including its
oversight responsibilities, are described further below. The Independent
Directors have also engaged independent legal counsel, and may from time to
time engage consultants and other advisors, to assist them in performing their
oversight responsibilities.
An Independent Director serves as Chairman of the Board. The Chairman's
duties include setting the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, meeting with management between
Board meetings and facilitating communication and coordination between the
Independent Directors and management. The Directors have determined that the
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe this
structure sets the proper tone for the relationships between the Funds, on the
one hand,
10
and the Adviser and other service providers, on the other, and facilitates the
exercise of the Board's independent judgment in evaluating and managing such
relationships. In addition, each Fund is required to have an Independent
Director as Chairman pursuant to certain 2003 regulatory settlements involving
the Adviser.
Risk Oversight. Each Fund is subject to a number of risks, including
investment, compliance and operational risks, including cyber risks. Day-to-day
risk management of the Funds resides with the Adviser or other service
providers (depending on the nature of the risk), subject to supervision by the
Adviser. The Board has charged the Adviser and its affiliates with
(i) identifying events or circumstances, the occurrence of which could have
demonstrable and material adverse effects on the Funds; (ii) to the extent
appropriate, reasonable or practicable, implementing processes and controls
reasonably designed to lessen the possibility that such events or circumstances
will occur or to mitigate the effects of such events or circumstances if they
do occur; and (iii) creating and maintaining a system designed to evaluate
continuously, and to revise as appropriate, the processes and controls
described in (i) and (ii) above.
Risk oversight forms part of the Board's general oversight of the Funds'
investment programs and operations, and is addressed as part of various regular
Board and committee activities. Each Fund's investment management and business
affairs are carried out by or through the Adviser and other service providers.
Each of these persons has an independent interest in ensuring effective risk
management, but the policies and the methods by which one or more risk
management functions are carried out may differ from the Fund's and each
other's in the setting of priorities, resource availability and/or the
effectiveness of relevant controls. Oversight of risk management is provided by
the Board and the Audit Committee. The Directors regularly receive reports
from, among others, management (including the Chief Risk Officer and the Global
Heads of Investment Risk and Trading Risk of the Adviser), each Fund's Senior
Officer (who is also the Fund's Independent Compliance Officer), each Fund's
Chief Compliance Officer, each Fund's independent registered public accounting
firm and counsel, the Adviser's Chief Compliance Officer and internal auditors
for the Adviser, as appropriate, regarding risks faced by the Funds and the
Adviser's risk management programs. In addition, the Directors receive regular
updates on cyber security matters.
Not all risks that may affect the Funds can be identified, nor can controls
be developed to eliminate or mitigate their occurrence or effects. It may not
be practical or cost-effective to eliminate or mitigate certain risks.
Processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Funds or the Adviser, its affiliates or other service providers. Moreover,
it is necessary for the Funds to bear certain risks (such as investment-related
risks) to achieve the Funds' goals. As a result of the foregoing and other
factors, the Funds' ability to manage risk is subject to substantial
limitations.
11
During each Fund's fiscal year ended in 2014, the Board of AGHIF met eight
times, and the Board of ANMIF, ACMIF and ANYMIF met nine times. The Funds do
not have a policy that requires a Director to attend annual meetings of
stockholders.
Board Committees. The Board has three standing committees: the Audit
Committee, the Governance and Nominating Committee and the Independent
Directors Committee. The members of the Committees are identified above in the
table listing the Directors.
The function of the Audit Committee is to assist the Board in its oversight
of each Fund's accounting and financial reporting policies and practices. The
members of the Audit Committee are "independent" as required by applicable
listing standards of the New York Stock Exchange. During each Fund's fiscal
year ended 2014, the Audit Committee of AGHIF met two times; of ANMIF, three
times; of ACMIF, three times; and of ANYMIF, three times.
The Board has adopted a charter for its Governance and Nominating Committee,
a current copy of which is available at www.abglobal.com (under "Menu," click
on "Americas," then "Individual Investors," then "United States (US Citizens),"
then "Investments," then "Closed-End Funds," then the name of a Fund (e.g.,
"Alliance New York Municipal Income Fund"), then "Governance and Nominating
Committee Charter"). Pursuant to the charter of the Governance and Nominating
Committee, the Committee assists the Board in carrying out its responsibilities
with respect to Fund governance and identifies, evaluates and selects and
nominates candidates for the Board. The Committee may also set standards or
qualifications for Directors and reviews at least annually the performance of
each Director, taking into account factors such as attendance at meetings,
adherence to Board policies, preparation for and participation at meetings,
commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect a
Director's ability to perform his or her duties. The Committee may consider
candidates as Directors submitted by a Fund's current Board members, officers,
the Adviser, stockholders (subject to the following paragraph), and other
appropriate sources.
Pursuant to the charter, the Governance and Nominating Committee will
consider candidates submitted by a stockholder or group of stockholders who
have beneficially owned at least 5% of a Fund's outstanding common stock for at
least two years prior to the time of submission and who timely provide
specified information about the candidates, and the nominating stockholder or
group. To be timely for consideration by the Committee, the submission,
including all required information, must be submitted in writing to the
attention of the Secretary at the principal executive offices of the Funds not
less than 120 days before the date of the proxy statement for the previous
year's annual meeting of stockholders. The Committee will consider only one
candidate submitted by such a stockholder or
12
group of stockholders for nomination for election at an annual meeting of
stockholders. The Committee will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience and expertise,
the candidate's ability to carry out his or her duties in the best interests of
the Funds, and the candidate's ability to qualify as an Independent Director.
When assessing a candidate for nomination, the Committee considers whether the
individual's background, skills, and experience will complement the background,
skills and experience of other nominees and will contribute to the diversity of
the Board. During each Fund's fiscal year ended 2014, the Governance and
Nominating Committee met three times.
The function of the Independent Directors Committee is to consider and take
action on matters that the Committee or the Board believes should be addressed
in executive session of the Independent Directors, such as review and approval
of the Advisory and Shareholder Inquiry Agency Agreements. During each Fund's
fiscal year ended in 2014, the Independent Directors Committee of each Fund met
seven times. The Independent Directors meet in executive session without
representation of management present at every Board meeting. In the fiscal year
ended in 2014, the approval of the Advisory and Shareholder Inquiry Agreement
of each Fund was considered at the November 4-6, 2014 meetings of the
Independent Directors Committee.
The Board has adopted a process for stockholders to send communications to
the Board. To communicate with the Board or an individual Director of a Fund, a
stockholder must send a written communication to the Fund's principal office at
the address listed in the Notice of Joint Annual Meeting of Stockholders
accompanying this Proxy Statement, addressed to the Board or the individual
Director. All stockholder communications received in accordance with this
process will be forwarded to the Board or the individual Director to whom or to
which the communication is addressed.
Board Compensation. None of the Funds pays any fees to, or reimburses
expenses of, any Director during a time when the Director is considered an
"interested person" of the Fund. Information concerning the aggregate
compensation paid by the Funds to the Directors during each Fund's fiscal year
ended 2014; the aggregate compensation paid to the Directors during calendar
year 2014 by all of the investment companies overseen by the Director within
the AB Fund Complex; the total number of investment companies in the AB Fund
Complex for which each Director serves as a director or trustee; and the number
of investment portfolios for which each Director serves as a director or
trustee, is set forth below. Neither the Funds nor any other investment company
in the AB Fund Complex provides compensation in the form of pension or
retirement benefits to any of its directors or trustees.
13
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
AB FUND AB FUND
COMPENSATION COMPLEX, COMPLEX,
FROM THE INCLUDING THE INCLUDING THE
COMPENSATION AB FUND FUNDS, AS TO FUNDS, AS TO
FROM THE COMPLEX, WHICH THE WHICH THE
FUNDS DURING INCLUDING THE DIRECTOR IS A DIRECTOR IS A
THEIR FISCAL YEARS FUNDS, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ENDED 2014 2014 TRUSTEE TRUSTEE
------------------------ ------------------ ------------- ---------------- -------------
Independent Directors
---------------------
John H. Dobkin $ 6,550 AGHIF $262,000 31 116
$ 6,550 ANMIF
$ 6,550 ACMIF
$ 6,550 ANYMIF
Michael J. Downey $ 6,550 AGHIF $262,000 31 116
$ 6,550 ANMIF
$ 6,550 ACMIF
$ 6,550 ANYMIF
William H. Foulk, Jr. $10,769 AGHIF $262,000 31 116
$ 7,956 ANMIF
$ 7,956 ACMIF
$ 7,956 ANYMIF
D. James Guzy $ 6,550 AGHIF $262,000 31 116
$ 6,550 ANMIF
$ 6,550 ACMIF
$ 6,550 ANYMIF
Nancy P. Jacklin $ 6,550 AGHIF $269,500 31 116
$ 6,625 ANMIF
$ 6,625 ACMIF
$ 6,625 ANYMIF
Garry L. Moody $ 7,425 AGHIF $297,000 31 116
$ 7,425 ANMIF
$ 7,425 ACMIF
$ 7,425 ANYMIF
Marshall C. Turner, Jr. $ 7,769 AGHIF $457,000 31 116
$ 8,988 ANMIF
$ 8,988 ACMIF
$ 8,988 ANYMIF
Earl D. Weiner $ 7,000 AGHIF $272,500 31 116
$ 6,925 ANMIF
$ 6,925 ACMIF
$ 6,925 ANYMIF
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR DIRECTOR IN PROPOSAL ONE. FOR EACH FUND, APPROVAL OF PROPOSAL ONE
REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES ENTITLED TO BE CAST.
14
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked
on the proxies, the votes will be cast for the election of the nominees as
Directors for each Fund. If no specification is made on a properly executed
proxy, it will be voted for the matters specified on the Proxy Card in the
manner recommended by the Board. Any stockholder may revoke that stockholder's
proxy at any time prior to exercise thereof by (i) giving written notice to the
Secretary of the Funds at 1345 Avenue of the Americas, New York, New York
10105, (ii) signing and delivering to the Secretary another proxy of a later
date, or (iii) voting in person at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or may represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that
the broker or nominee has not received instructions from the beneficial owner
or other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote). For
each Fund, the election of the nominees as Director in Proposal One requires
the affirmative vote of a majority of the votes entitled to be cast by the
Fund's preferred stockholders (as applicable) and common stockholders voting
together as a single class. Any abstention or broker non-vote will be
considered present for purposes of determining the existence of a quorum but
will have the effect of a vote against Proposal One. If any proposal, other
than Proposal One, properly comes before the Meeting, shares represented by
proxies will be voted on all such proposals in the discretion of the person or
persons holding the proxies. The Funds have not received notice of, and are not
otherwise aware of, any other matter to be presented at the Meeting.
For each Fund, a quorum for the Meeting will consist of the presence in
person or by proxy of the holders of a majority of the total outstanding shares
of common stock, and preferred stock, as applicable, of the Fund. In the event
that (i) a quorum is not present at the Meeting for a Fund; or (ii) a quorum is
present but sufficient votes in favor of the position recommended by the Board
for Proposal One (as described in the Proxy Statement) have not been timely
received, the Chairman of the Meeting may authorize, or the persons named as
proxies may propose and vote for, one or more adjournments of the Meeting up to
120 days after the Record Date for that Fund, with no other notice than an
announcement at the Meeting, in order to permit further solicitation of
proxies. Shares represented by proxies indicating a vote contrary to the
position recommended by the Board will be voted against adjournment of the
Meeting.
The Meeting is scheduled as a joint meeting of the stockholders of the
Funds, because the stockholders of all the Funds are to consider and vote on
the election of Directors. Stockholders of each Fund will vote separately on
the election of Direc-
15
tors for that Fund and on any other matter that may properly come before the
Meeting for such Fund. An unfavorable vote by the stockholders of one Fund will
not affect the vote on the election of Directors or on any other matter by the
stockholders of another Fund. As described above, Preferred Stockholders will
have equal voting rights with the holders of the common stock of ANMIF, ACMIF
and ANYMIF, respectively, and will vote together with the holders of the common
stock as a single class for purposes of Proposal One and on any proposal that
may be properly presented at the Meeting applicable to their respective Funds.
Each Fund has engaged AST Fund Solutions LLC ("AST"), to assist in
soliciting proxies for the Meeting. AST will receive a total fee of
approximately $1,000 for its services, to be divided equally among the Funds
($250 per Fund).
OTHER INFORMATION
OFFICERS OF THE FUNDS
---------------------
Certain information concerning the Funds' officers is set forth below. Each
officer is elected annually by the Board and serves a one-year term until his
or her successor is duly elected and qualifies.
NAME, ADDRESS* POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
------------------------------------- -------------------------------- --------------------------------
Robert M. Keith President and Chief Executive See biography above.
54 Officer, all Funds (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
69 Independent Compliance Officer, Independent Compliance
all Funds (10/04) Officer of the AB Fund
Complex, with which he has
been associated since October
2004. Prior thereto, he was Of
Counsel to Kirkpatrick &
Lockhart, LLP from October
2003-October 2004, and
General Counsel of Merrill
Lynch Investment Managers,
L.P. since prior to March 2003.
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of the
53 ANMIF (4/02) Adviser**, with which he has
ACMIF (4/02) been associated since prior to
ANYMIF (4/02) 2010.
Douglas J. Peebles Senior Vice President, Senior Vice President of the
49 ANMIF (6/04) Adviser**, with which he has
ACMIF (6/04) been associated since prior to
ANYMIF (6/04) 2010.
16
NAME, ADDRESS* POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
------------------------------------- ------------------------------ --------------------------------
Michael G. Brooks Vice President, Senior Vice President of the
66 ANMIF (10/05) Adviser**, with which he has
ACMIF (10/05) been associated since prior to
ANYMIF (10/05) 2010.
Fred S. Cohen Vice President, Senior Vice President of the
56 ACMIF (10/05) Adviser**, with which he has
ANMIF (10/05) been associated since prior to
ANYMIF (10/05) 2010.
Paul J. DeNoon Vice President, Senior Vice President of the
52 AGHIF (4/94) Adviser**, with which he has
been associated since prior to
2010.
Terrance T. Hults Vice President, Senior Vice President of the
48 ANMIF (12/01) Adviser**, with which he has
ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2010.
Marco G. Santamaria Vice President, Senior Vice President of the
49 AGHIF (9/10) Adviser**, with which he has
been associated since June
2010. Prior thereto, he was a
founding partner at Global
Securities Advisors, an
emerging market-oriented
fixed-income hedge fund since
prior to 2010.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
55 Officer, all Funds (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2010.
Phyllis J. Clarke Controller,
54 ANMIF (5/09) Vice President of ABIS**, with
ACMIF (5/09) which she has been associated
ANYMIF (5/09) since prior to 2010.
Stephen Woetzel Controller, Vice President of ABIS**, with
43 AGHIF (5/09) which he has been associated
since prior to 2010.
Vincent S. Noto Chief Compliance Officer, Vice President and Mutual Fund
50 all Funds (01/14) Chief Compliance Officer of the
Adviser** since 2014. Prior
thereto, he was Vice President
and Director of Mutual Fund
Compliance of the Adviser**
since prior to 2010.
17
NAME, ADDRESS* POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
------------------------------------- --------------------------- ---------------------------------
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
59 all Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which
she has been associated since
prior to 2010.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
STOCK OWNERSHIP
---------------
The outstanding voting shares of AGHIF, ANMIF, ACMIF and ANYMIF as of the
Record Date consisted of 86,229,677 shares of common stock of AGHIF; 28,774,936
shares of common stock and 2,677 shares of each of Auction Preferred Shares,
Series M, Series W and Series TH and 1,658 shares of Series T of ANMIF;
8,554,668 shares of common stock and 1,451 shares of each of Auction Preferred
Shares, Series M and Series T of ACMIF; and 4,836,261 shares of common stock
and 816 shares of each of Auction Preferred Shares, Series M and Series T of
ANYMIF.
As of February 3, 2015, the Directors and officers of each Fund, both
individually and as a group, owned less than 1% of the shares of any Fund.
During each Fund's most recently completed fiscal year, the Fund's Directors as
a group did not engage in the purchase or sale of more than 1% of any class of
securities of the Adviser or of any of its parents or subsidiaries.
AUDIT COMMITTEE REPORT
----------------------
The following Audit Committee Report was adopted by the Audit Committee for
each Fund.
The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website at www.abglobal.com (under "Menu," click
on "Americas," then "Individual Investors," then "United States (US Citizens),"
then "Investments," then "Closed-End Funds," then the name of a Fund (e.g.,
"Alliance New York Municipal Income Fund"), then "Closed-End Funds Audit
Committee Charter"). The purposes of the Audit Committee are to (1) assist the
Board in its oversight of the accounting and financial reporting policies and
practices of the Fund, including (i) the quality and integrity of the Fund's
financial statements and the independent audit thereof; (ii) the Fund's
compliance with legal and regulatory requirements, particularly those that
relate to the Fund's accounting, financial reporting, internal controls over
financial reporting, and independent audits; (iii) the retention, independence,
qualifications and performance of the independent registered
18
public accounting firm; (iv) meeting with representatives of the internal audit
department of the Adviser regarding such department's activities relating to
the Fund; and (v) the Fund's compliance with applicable laws by receiving
reports from counsel who believe they have credible evidence of a material
violation of law by the Fund or by someone owing a fiduciary or other duty to
the Fund; and (2) to prepare this report. As set forth in the Audit Committee
Charter, management of the Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, the Fund's
accounting and financial reporting principles and policies and internal control
over financial reporting and other procedures that provide for compliance with
accounting standards and applicable laws and regulations. The independent
registered public accounting firm is responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with U.S.
generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 114, Auditors Communication with those Charged with Governance, and other
professional standards, as currently in effect. The Audit Committee has also
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Fund's independent registered public
accounting firm to the Adviser and to any entity controlling, controlled by or
under common control with the Adviser that provides ongoing services to the
Fund is compatible with maintaining the independent registered public
accounting firm's independence. Finally, the Audit Committee has received the
written disclosures and the letter from the independent registered public
accounting firm required by Public Company Accounting Oversight Board Rule
3526, Communication with Audit Committees Concerning Independence, as currently
in effect, and has discussed the independent registered public accounting
firm's independence with such firm.
The members of the Fund's Audit Committee are not full-time employees of the
Fund and are not performing the functions of auditors or accountants. As such,
it is not the duty or responsibility of the Audit Committee or its members to
conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management
and the independent registered public accounting firm. Accordingly, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with U.S. generally accepted accounting principles or
that the Fund's independent registered public accounting firm is in fact
"independent".
19
Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the Audit Committee Charter, the Audit Committee
recommended to the Board that the audited financial statements of the Fund be
included in the Fund's annual report to stockholders for the most recent fiscal
year.
Submitted by the Audit Committee of each Fund's Board of Directors:
John H. Dobkin Nancy P. Jacklin
Michael J. Downey Garry L. Moody
William H. Foulk, Jr. Marshall C. Turner, Jr.
D. James Guzy Earl D. Weiner
APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS BY THE BOARD
-----------------------------------------------------------------------
The Audit Committee is responsible for the appointment, compensation,
retention and oversight of the work of the Funds' independent registered public
accounting firm. In addition, on the dates specified below, the Board approved
the selection of the Funds' independent registered public accounting firm as
required by, and in accordance with, the 1940 Act. At meetings held on
February 4-6, 2014 (AGHIF) and November 4-6, 2014 (ANMIF, ACMIF and ANYMIF),
the Board approved by the vote, cast in person, of a majority of the Directors
of each Fund, including a majority of the Directors who are not "interested
persons" of each Fund, the selection of Ernst & Young LLP as the independent
registered public accounting firm to audit the accounts of each Fund for the
fiscal year ending, as applicable, March 31, 2015 (AGHIF) and October 31, 2015
(ANMIF, ACMIF and ANYMIF).
Ernst & Young LLP has audited the accounts of AGHIF, ANMIF, ACMIF and ANYMIF
since the respective dates of the commencement of each of the Fund's
operations, and has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
Representatives of Ernst & Young LLP are expected to attend the Meeting, to
have the opportunity to make a statement and to respond to appropriate
questions from the stockholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
----------------------------------------------------
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual report to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and
20
education on accounting and auditing issues, quarterly press release reviews
and preferred stock maintenance testing (for those Funds that issue preferred
stock); (iii) tax compliance, tax advice and tax return preparation; and
(iv) aggregate non-audit services provided to the Fund, the Fund's Adviser and
entities that control, are controlled by or under common control with the
Adviser that provide ongoing services to the Fund ("Service Affiliates"). No
other services were provided by the independent registered public accounting
firm to any Fund during this period.
ALL FEES FOR
NON-AUDIT
ALL OTHER SERVICES
FEES FOR PROVIDED TO
SERVICES THE FUND,
PROVIDED THE ADVISER
AUDIT TO THE AND SERVICE
AUDIT FEES RELATED FEES TAX FEES FUND AFFILIATES*
---------- ------------ -------- --------- ------------
AllianceBernstein Global 2013 $57,500 $8,326 $18,795 $0 $658,928
High Income Fund, Inc. 2014 $57,500 $8,000 $22,062 $0 $323,592
AllianceBernstein
National Municipal 2013 $32,500 $8,000 $12,967 $0 $344,478
Income Fund, Inc. 2014 $39,988 $8,000 $13,467 $0 $432,122
Alliance California Municipal 2013 $32,500 $8,000 $12,967 $0 $344,478
Income Fund, Inc. 2014 $39,988 $8,000 $13,467 $0 $432,122
Alliance New York Municipal 2013 $32,500 $8,000 $12,967 $0 $344,478
Income Fund, Inc. 2014 $41,514 $8,000 $13,467 $0 $432,122
--------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm. A Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and any Service Affiliates to the extent that
these services are directly related to the operations or financial reporting of
the Fund. Accordingly, all of the amounts in the table for Audit Fees,
Audit-Related Fees and Tax Fees for 2014 are for services pre-approved by each
Fund's Audit Committee. The amounts of the Fees for Non-Audit Services provided
to the Fund, the Adviser and Service Affiliates in the table for each Fund that
were subject to pre-approval by the Audit Committee for 2014 were AGHIF,
$30,062 (comprising $8,000 of audit related fees and $22,062 of tax fees);
ANMIF, $21,467 (comprising $8,000 of audit related fees and $13,467 of tax
fees); ACMIF, $21,467 (comprising $8,000 of audit related fees and $13,467 of
tax fees); and ANYMIF, $21,467 (comprising $8,000 of audit related fees and
$13,467 of tax fees). The Audit Committee has considered whether the provision,
to the Adviser and/or any Service Affiliate by the Funds' independent
registered public accounting firm, of any non-audit services that were not
pre-approved by the Audit Committee is compatible with maintaining the
independent registered public accounting firm's independence.
21
INFORMATION AS TO THE INVESTMENT ADVISER AND THE ADMINISTRATOR OF THE FUNDS
Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The Adviser also functions as the
administrator to the Funds.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
None of the Funds is aware of an untimely filing of a statement of initial
beneficial ownership interest by any person subject to Section 16 under the
Securities Exchange Act of 1934 during the Fund's fiscal year ended 2014.
OTHER MATTERS
Management of each Fund does not know of any matters properly to be
presented at the Meeting other than those mentioned in this Proxy Statement. If
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in the discretion of the person or
persons voting the proxies. As of February 13, 2015, the following shareholders
held more than 5% of the specified Fund's shares:
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
------ ------------------------------------------ ---------------- --------- ----------
ANMIF First Trust Portfolios L.P., First Trust common stock 3,128,548 10.88%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ANMIF Citigroup Global Markets Inc., Citigroup auction rate 2,992 30.90%
Financial Products Inc., Citigroup Global preferred stock
Markets Holdings Inc. (388 Greenwich
Street, New York, New York 10013) and
Citigroup Inc. (399 Park Avenue, New
York, New York 10043)
ANMIF UBS AG on behalf of UBS Securities auction rate 1,049 10.83%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8049,
Zurich, Switzerland)
ANMIF Bank of America Corp. (Bank of America auction rate 1,770 18.30%
Corporate Center, 100 North Tryon Street, preferred stock
Charlotte, North Carolina 28255), Bank of
America N.A. (101 South Tryon Street,
Charlotte, North Carolina 28255) and
Blue Ridge Investments, L.L.C. (214
North Tryon Street, Charlotte, North
Carolina 28255)
22
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
------- ----------------------------------------- ---------------- --------- ----------
ACMIF First Trust Portfolios L.P., First Trust common stock 1,695,517 19.82%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ACMIF RiverNorth Capital Management, LLC, auction rate 1,474 50.80%
RiverNorth Capital Partners, L.P. and preferred stock
RiverNorth Institutional Partners, L.P.
(325 North LaSalle Street, Suite 645,
Chicago, Illinois 60654)
ACMIF UBS AG on behalf of UBS Securities auction rate 351 12.10%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8049,
Zurich, Switzerland)
ACMIF Bank of America Corp. (Bank of auction rate 834 28.70%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North Carolina
28255), Bank of America N.A. (101
South Tryon Street, Charlotte, North
Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina 28255)
ANYMIF First Trust Portfolios L.P., First Trust common stock 383,157 7.92%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ANYMIF Bulldog Investors, LLC, Bulldog common stock 271,915 10.11%
Investors Group of Funds, Phillip
Goldstein, Andrew Dakos and Steven
Samuels (Park 80 West-Plaza Two, 250
Pehle Avenue, Suite 708, Saddle Brook,
New Jersey 07663)
ANYMIF Karpus Management, Inc., d/b/a/ Karpus common stock 282,896 5.85%
Investment Management (183 Sully's
Trail, Pittsford, New York 14534)
23
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
------- ---------------------------------------- ---------------- --------- ----------
ANYMIF Bulldog Investors, LLC (Park 80 West- auction rate 848 51.96%
Plaza Two, 250 Pehle Avenue, Suite preferred stock
708, Saddle Brook, New Jersey 07663),
Bulldog Investors Group of Funds (Park
80 West-Plaza Two, 250 Pehle Avenue,
Suite 708, Saddle Brook, New Jersey
07663), Opportunity Partners LP (Park
80 West-Plaza Two, 250 Pehle Avenue,
Suite 708, Saddle Brook, New Jersey
07663), Full Value Partners LP (Park 80
West-Plaza Two, 250 Pehle Avenue,
Suite 708, Saddle Brook, New Jersey
07663), Steady Gain Partners LP
(10 Wenwood Drive, Brookville,
New York 11545), Special Opportunities
Fund, Inc. (615 East Michigan Street,
Milwaukee, Wisconsin 53202), Phillip
Goldstein (Park 80 West-Plaza Two, 250
Pehle Avenue, Suite 708, Saddle Brook,
New Jersey 07663), Andrew Dakos
(Park 80 West-Plaza Two, 250 Pehle
Avenue, Suite 708, Saddle Brook, New
Jersey 07663) and Steven Samuels (Park
80 West-Plaza Two, 250 Pehle Avenue,
Suite 708, Saddle Brook, New Jersey
07663)
ANYMIF UBS AG on behalf of UBS Securities auction rate 97 5.94%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8049,
Zurich, Switzerland)
ANYMIF Bank of America Corp. (Bank of auction rate 589 36.10%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North Carolina
28255) and Blue Ridge Investments,
L.L.C. (214 North Tryon Street,
Charlotte, North Carolina 28255)
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of a Fund must be received by the Fund by October 26,
2015 for inclusion in the Fund's proxy statement and proxy card relating to
that meeting. The submission by a stockholder of a proposal for inclusion in
the proxy statement does not guarantee that it will be included. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with each Fund's Bylaws. To be presented at the 2016 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2015
24
Annual Meeting must be delivered by a stockholder of record to the Fund no
sooner than September 26, 2015 and no later than October 26, 2015.
The persons named as proxies for the 2016 Annual Meeting of Stockholders
will, regarding the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter no sooner than
September 26, 2015 and no later than October 26, 2015. If a Fund receives such
timely notice, these persons will not have this authority except as provided in
the applicable rules of the Securities and Exchange Commission.
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of its latest annual report to stockholders and its subsequent
semi-annual report to stockholders, if any, upon request and without charge. To
request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or contact Carol Rappa at AllianceBernstein L.P., 1345 Avenue of
the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
February 23, 2015
New York, New York
25
TABLE OF CONTENTS PAGE
----------------------------------- ----
Introduction....................... 1
Proposal One: Election of
Directors......................... 2
Proxy Voting and Stockholder
Meeting........................... 15
Information as to the Investment
Adviser and the Administrator of
the Funds......................... 22
Section 16(a) Beneficial Ownership
Reporting Compliance.............. 22
Other Matters...................... 22
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 24
Reports to Stockholders............ 25
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
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[LOGO]
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NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
FEBRUARY 23, 2015
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PROXY CARD
----------
[LOGO]
[A/B] ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME
FUND, INC.
SIGN, DATE AND VOTE ON THE REVERSE SIDE
--------------------------------------------->
----------------------------------------------
YOUR VOTE IS IMPORTANT NO PROXY VOTING OPTIONS
MATTER HOW MANY SHARES YOU ----------------------------------------------
OWN. PLEASE CAST YOUR PROXY
VOTE TODAY! 1. MAIL your signed and voted proxy back in
the postage paid envelope provided
2. ONLINE at proxyonline.com using your proxy
voting number found below
--------------------------------
3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
4. LIVE with a live operator when you call
toll-free (800) 331-5817 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
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-------------------------------- CONTROL NUMBER -> 12345678910
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PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 30, 2015
The undersigned hereby appoints Nancy Hay and Carol H. Rappa or either of them,
as attorneys-in-fact and proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders (the
"Meeting") of the above-referenced Fund to be held at 3:00 p.m., Eastern Time,
on March 30, 2015 at the offices of AllianceBernstein L.P., 1345 Avenue of the
Americas, 41st Floor, New York, New York 10105, and any postponements or
adjournments thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Meeting and otherwise to represent the
undersigned at the Meeting with all powers possessed by the undersigned if
personally present at such Meeting. The undersigned hereby acknowledges receipt
of Notice of Joint Annual Meeting of Stockholders and accompanying Proxy
Statement, revokes any proxy heretofore given with respect to the Meeting and
hereby instructs said proxies to vote said shares as indicated on the reverse
side hereof.
Do you have questions?
If you have any questions about how to vote your proxy or about the Meeting in
general, please call toll-free (800) 331-5817. Representatives are available to
assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholders' Meeting to Be Held on Monday, March 30, 2015: The Proxy Statement
is available on the Internet at www.abglobal.com/abfunds proxy.
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[PROXY ID NUMBER HERE] [BAR CODE HERE] CUSIP
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----------
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC. PROXY CARD
----------
YOUR SIGNATURE IS REQUIRED FOR
YOUR VOTE TO BE COUNTED. ----------------------------------------------
SIGNATURE (AND TITLE IF APPLICABLE) DATE
Please sign exactly as your
name(s) appear(s) on this
proxy, and date it. When
shares are held jointly, each
holder should sign. When
signing in a representative
capacity, please give title. ----------------------------------------------
SIGNATURE (IF HELD JOINTLY) DATE
================================================================================
This proxy is solicited on behalf of the Board of Directors of the Fund.
The Board, including a majority of the Independent Directors, unanimously
recommends that the stockholders of the Fund vote FOR Proposal One.
All properly executed and timely received proxies will be voted at the Meeting
in accordance with the instructions marked thereon or as otherwise provided
therein. If no specification is made on a properly executed proxy, it will be
voted for the matters specified on the proxy card in the manner recommended by
the Board.
TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: (black circle)
Proposal(s) FOR WITHHOLD
--- --------
1. To elect three Class Three Directors of each
Fund, each such Director to hold office for
a term of three years and until his successor
is duly elected and qualifies:
1a) Marshall C. Turner, Jr. O O
1b) Garry L. Moody O O
1c) Earl D. Weiner O O
2. To transact such other business as may properly
come before the Meeting.
THANK YOU FOR VOTING
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[PROXY ID NUMBER HERE] [BAR CODE HERE] CUSIP
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